IM MINT on acquisition

8/9/2019 IM MINT on acquisition

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-Translation-

27 January 2015

Subject: Information Memorandum regarding the Acquisition of Assets

To: The President, The Stock Exchange of Thailand

Enclosure: Information Memorandum regarding the Acquisition of Assets

The Board of Directors meeting of Minor International Public Company Limited (the Company, MINT)

No.3/2014 dated 27 June 2014 has passed a resolution to approve the Company to enter into a conditional

acquisition of hotel assets in Portugal and Brazil. MINT is pleased to inform that the agreement has been finally

completed in January 2015.

The Transaction is considered the acquisition of assets in accordance with the Notification of the Capital

Market Supervisory Board No. TorChor 20/2551 re: Rules on Entering into Materials Transactions Deems asAcquisition or Disposition of Assets and the Notification of the Stock Exchange of Thailand in respect of the

Disclosure of Information and the Performance of the Listed Company in Acquisition and Disposition of Assets,

2004 (Notification of Acquisition or Disposition of Assets) with the transaction size of 10.1% of the

Companys total consolidated financial statements as of 30 September 2014.

Combining with accumulated transaction size from other acquisitions within six months before this

transaction, totally 9.7%, the total aggregate transaction size is 19.8%, based on total value of consideration.

The total aggregate transaction size during the past six months is higher than 15% threshold criteria but lower

than 50% threshold criteria. The transaction constitutes the acquisition of asset under class 2 pursuant to the

Notification of Acquisition or Disposition of Assets. Therefore, the Company is required to disclose information

regarding the Asset Acquisition Rule to the Stock Exchange of Thailand and deliver a written notice to the

shareholders within 21 days from the date of disclosure to the Stock Exchange of Thailand.

Please be informed accordingly

Sincerely yours,

- Signed -

-------------------------------------------

Ms. Trithip Sivakriskul

Corporate Chief Financial Officer


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Disclosure of information regarding the acquisition of assets of

Minor International Public Company Limited.

(Schedule 2)

The Board of Directors meeting of Minor International Public Company Limited (the Company, MINT)No.3/2014 dated 27 June 2014 has passed a resolution to approve the Company to enter into a conditional

acquisition of hotel assets in Portugal and Brazil. Currently, the agreement has been finalized and completed.

Details of the transactions are as follows:

(1)

Transaction date January 2015

(2) The parties involved and the relationship with the Company

2.1 Transaction 1Acquisition of shares in Pojuca S/A

Buyer : Minor Continental Holding (Luxembourg) S.a.r.l*

Seller : Rioforte Investments Holding Brasil S.A.

* Minor Continental Holding (Luxembourg) S.a.r.l

Date of Incorporation 1 July 2014

Registered Capital EUR 12,500

Shareholder Structure 100% held by Minor Continental Holding (Mauritius)

Minor Continental Holding (Mauritius)

Date of Incorporation 25 June 2014

Registered Capital EUR 13,500

Shareholder Structure 100% held by Minor International Public Company Limited

2.2 Transaction 2Acquisition of land, assets and long term leasehold right

Buyer : Minor Continental Portugal S.A.*

Seller : Gespatrimonio Rendimento, Fundo De Investmento Imobiliario Aberto(Property fund in Portugal)

* Minor Continental Portugal S.A.

Date of Incorporation 25 November 2014

Registered Capital EUR 50,000 which is currently increased to EUR 36 million

Shareholder Structure 100% held by Minor Continental Holding (Luxembourg) S.a.r.l

Neither Rioforte Investments Holding Brasil S.A. nor Gespatrimonio Rendimento, Fundo De Investmento

Imobiliario Aberto has a relationship with the Company as a major shareholder nor director; therefore, they are

not subject to the disclosure as per the Notification of the Stock Exchange of Thailand Re: Rules, Procedures and

Disclosure of Information Concerning the Connected Transaction of Listed Companies B.E. 2546.

(3)

The general characteristic of the transactionThe transaction size equals 10.1% pursuant to the total value of consideration rule calculated from the

consolidated financial statements of the Company as of 30 September 2014.

Details of transaction size calculation are as follows:

Rules Formula Transaction Size

1. Net Tangible Asset NTA of target company * % holding*100

NTA of the listed company and its subsidiaries

= 1,074/14,705

= 7.3%

2. Net Profit Net profit of target company * % holding*100

Net profit of the listed company and its subsidiaries

=321*/4,339

= 7.4%

*Including lease income

3. Total value of

consideration

Value of the Projects * 100

Total assets of the listed company and its subsidiaries

= 6,560/64,994

=10.1%

4. Total value of securities Not applicable due to the transaction nature being the asset

purchase without issuing shares.

n/a


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Assets acquisition within the past six months based on total value of consideration

(27 July2014 - 27 January2015)Transaction Size

Investment in BTM (Thailand) Ltd. (1 August 2014) 0.2%

Investment in a new joint venture company and Radisson Blu Hotel and Rani Towers (6August 2014) 4.9%

Establishment of MHG NPARK Development Company Limited (8August 2014) 0.0%Signing of Agreement with Sun International Limited (18August 2014) 3.1%

Investment in VGC Food Group (8 September 2014) 0.5%

Capital increase of MHG NPARK Development Company Limited (15 October 2014) 0.1%

Investment in Grab Food Ltd. (1December2014) 0.1%

Convert loan to equity to increase capital of Burger (Thailand) Ltd. (25December2014) 0.1%

Others 0.7%

Total 9.7%

Combining with accumulated transaction size from other acquisitions within six months before this

transaction, totally 9.7%, the total aggregate transaction size is 19.8%, based on total value of

consideration, which is higher than 15% threshold criteria but lower than 50% threshold criteria. The

transaction constitutes the acquisition of asset under class 2 pursuant to the Notification of Acquisition or

Disposition of Assets. Therefore, the Company is required to disclose information regarding the AssetAcquisition Rule to the Stock Exchange of Thailand and deliver a written notice to the shareholders within

21 days from the date of disclosure to the Stock Exchange of Thailand.

(4) Details of the acquired assets

4.1 Transaction 1Acquisition of shares in Pojuca S/A, which owns assets as per the following:

4.1.1 Tivoli So Paulo, total 220 rooms, located on leasehold land in Sao Paulo, Brazil

4.1.2 Tivoli Ecoresort Praia do Forte, total 287 rooms, located in Bahia, Brazil

4.1.3 The right to own, operate and manage Tivoli brand in Brazil

General Information

Company Name Pojuca S/A

Location Mata de So Joo, State of Bahia, at Avenida Farol, s/n

Type of Business Hotel and Tourism

Company Registry No. CNPJ/MF under no. 13.250.998/0001-24

Date of Incorporation 2 February 1981

Shareholder Structure (before Transaction)

Name No. of shares %

Rioforte Investments Holding Brazil S.A. 91,138,377 100.00

Total 91,138,377 100.00

Financial Status

EUR Million THB Million

2012 2013 2012 2013

Total Assets 74.25 72.08 2,895.70 2,811.09

Total Liabilities 48.57 44.00 1,894.38 1,716.13

Equity 25.68 28.08 1,001.33 1,094.96

To retain competitiveness for thebest interests of the Company, the Company reserves the right not to disclose the

details of operating results of a said company.

4.2 Transaction 2 Acquisition of land, assets and long-term leasehold rights in Portugal which are leased

to a third-party lessee. The details of the assets are as follows:


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NameNo. of Room Land Size

Year of Expiration(room) (sq.m.)

Tivoli Marina Viamoura 383 18,264 2025

Tivoli Lisboa 306 2,519 2025

Tivoli Carvoeiro 293 26,000 2025

Tivoli Marina de Portimao 196 11,927 2025

(5)

The total value of this acquisition is EUR 168.2 million or equivalent to THB 6,560 million.

Transaction 1 EUR 50.5 million or equivalent to THB 1,970 million

Transaction 2 EUR 117.7 million or equivalent to THB 4,590 million

(6)

Value of Assets to be acquired

The purchase price of project is EUR 168.2 million or equivalent to THB 6,560 million.

(7)

Rule applied for determination of consideration value

Determination of consideration value for the transaction has been mutually agreed upon by the parties

which shall be calculated on the asset value evaluated by the Company detailed as follows:

Transaction 1 Net asset value and enterprise value method

Transaction 2 Discounted cash flow method

(8)

The Companys expected benefits

8.1 This investment will allow the Company to expand its global footprint by entering into new continents

such as South America and Europe.

8.2 Strengthening the Companys hospitality business portfolio and expanding service coverage into Brazil.

8.3 Acquisition of new luxury brands will allow the Company to increase its international profile through

further expansion and diversification of existing customer base.

(9) Source of Funds

Bridging loan from financial institutions for a period of 18 months, which may be refinanced in the future

if deemed appropriate by the Company. This loan will not affect the rights of the Companysshareholders.

(10)

The event where the connected persons hold shares in the business in which the Company will invest at

10% or more of the voting shares in such business

-None-

(11)

Opinion of the Board of Directors on the transaction

The Board of Directors is of the opinion that such transaction is appropriate and beneficial to the

Company. This will enhance the strength and competitiveness in the business and continually generate

income to the Company.

(12)

Opinion of the Audit Committee and/or the Directors which is different from the opinion of the Board of

Directors

After consideration, the Audit Committees opinion is not different from that of the Board of Directors of

the Company.

(13)The responsibility of directors with respect to the information in documents sent to the shareholders

The Board of Directors had reviewed the information in this memorandum carefully and certified that the

information in this memorandum is correct and complete, no false information that might lead others to

misunderstand or a lack of information that should be in essence.


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(14)

An opinion of an independent expert

-None-

(15)

Pending material lawsuits or claims

-None-

(16)

Interests or connected transactions between the listed company and directors, management and

shareholders directly or indirectly holding shares amounting to 10% to more, including the nature of the

transaction or the interests

-None-

Documents

IM MINT on acquisition